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Cigna Secures DOJ Clearance of $67 Billion Express Scripts Acquisition

Cigna announced that the Antitrust Division of the U.S. Department of Justice cleared Cigna’s $67 billion acquisition of pharmacy benefits manager Express Scripts Holding Company, terminating the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The clearance comes without a consent decree, and marks the first significant vertical deal cleared since the Antitrust Division sought to block the AT&T-Time Warner deal.

Paul, Weiss represented Cigna before the DOJ.  According to its Closing Statement, DOJ undertook a “comprehensive, six-month investigation” in which “it received over two million documents, analyzed transactional data from the merging companies and other industry firms, and interviewed over 100 knowledgeable industry participants.” The DOJ concluded that “[a]fter a thorough review of the proposed transaction . . . the combination of Cigna, a health insurance company, and ESI, a pharmacy benefit management (PBM) company, is unlikely to result in harm to competition or consumers.”

Completion of the transaction remains subject to certain state regulatory approvals and filings required in connection with the transaction, including clearances from certain departments of insurance, and the satisfaction of all closing conditions.

The Paul, Weiss team representing Cigna was led by litigation partners Rick Rule and Andrew Forman and counsel Daniel Howley.

September 17, 2018

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